**Exhibit 31.2**

 

CERTIFICATION OFCHIEF FINANCIAL OFFICER

 

I, Peter J.DiCorti, certify that:

 

1.            I have reviewedthis quarterly report on Form 10-Q of Unify Corporation;

 

2.            Based on myknowledge, this quarterly report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with a respect to the period covered by this quarterlyreport;

 

3.            Based on my knowledge,the financial statements, and other financial information included in thisquarterly report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, andfor, the periods presented in this quarterly report;

 

4.            The registrant’s other certifying officers and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and we have:

 

(a)  designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in whichthis quarterly report is being prepared;

 

(b)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented inthis report our conclusions about the effectiveness of the disclosure controlsand procedures as of the end of the period covered by this report based on suchevaluation; and

 

(c)  disclosed in this report any changein the registrant’s internal control over financial reporting that occurredduring the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report)that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.            The registrant’sother certifying officers and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a)  all significant deficiencies and material weaknesses in the design or operation of internal controlsover financial reporting which are reasonably likely to adversely affect theregistrant’s ability to record, process, summarize and report financialinformation; and

 

(b)                               any fraud, whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 
|                      | /s/ PETER  J. DICORTI                                              |
|---------------------------|-------------------------------------------------------------------------|
|                      | Peter J.  DiCorti                                                       |
|                      | *Chief Financial Officer  (Principal Financial and Accounting Officer)* |
| * *                  |                                                                    |
| Dated: September 10, 2004 |                                                                    |

 

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